Spectacular SpiderMan Season 3
by MisterDrBob
Summary: Season 3 of the show. In trying to steal a new undersea warfare bomb, the Hobgoblin creates the watery menace of Hydro-Man!
1. Rejection

Season 3

Summary: Season 3 of The Spectacular Spider-Man. Features guest stars from Marvel's other properties.

Chapter 1: Rejection

Spider-Man flipped out of the way as the rock monster charged him. He was saved by his spider-sense as he avoided the burst of flame that would have scorched him if he'd stayed in his previous position much longer.

_"I just had to do it didn't I."_ He thought as a stretchy arm narrowly missed him. _"I just had to break into the Baxter Building."_

"Alright web-head! You're toast!" his four adversaries had surrounded him.

_"The home of the Fantastic Four!"_

Spidey dodged again as Johnny Storm, the Human Torch, shot another ball of flame at him. His response was to attempt to suffocate Storm's flames with webbing. It certainly slowed him down, but the Torch had little trouble in melting the webbing away, and sending a spear of flame at Spdier-Man.

"Missed me hot-shot!" Spidey laughed as he flipped over his head. And right into Ben Grimm, the Thing, who proceeded to wrap his huge arms around the wall-crawler.

"Awright pipsqueak! You're mine now! It's clobberin' time!" But clobberin' time never came, as a force field wrenched Spider-Man out of the rocky adventurer's hands.

"Alright, Spider-Man. We don't want any trouble!" Reed Richards, better known as Mister Fantastic, said holding his hands out in a sign of caution. "Why don't we just talk this through? What's this all about?" The force field dissipated.

"Well it's about time you asked me! Geez, I just climb up to your little clubhouse and you four go ape on me! Sure know how to make a guy feel welcome!"

"Yeah. Sorry about that. They tend to overreact." Susan Storm, the Invisible Woman, said.

"Come on Suzie! Lemme at him!" Thing, shouted, held back by one of Susan's force fields.

"Enough, Ben!" Reed shouted. "Can you please just explain yourself, Spider-Man?!"

"Well, it's really simple! I wanna join the Fantastic Four! Figured I needed a good audition for work of your caliber, and I have to admit, I idolize Dr. Richards here. So I kind of wanted to particularly impress him." The Four certainly hadn't expected this.

"Is he serious?" Ben asked, not knowing whether to laugh, or to tell the webbed one to take a hike.

"Well, you certainly impress. You managed to hold the four of us off for quite a while. Maybe that's not a bad idea. I say sure!" Reed said rubbing his chin.

"Haha sweet! Okay, so how much does it pay?"

"Pay?! Ha! Would you listen to this little insect?" Johnny, laughed.

"Hey, watch it matchstick. Spiders aren't insects. Okay, his stupidity aside, what does he mean?"

"Well, we…we aren't a paying job. Fantastic Four Inc. is a non-profit organization." Reed explained.

"Are you kidding me?!" Spidey shouted. "I mean, look at all this…stuff! That has to cost money!" he jerked his thumb to the various scientific equipment and expensive looking living accommodations.

"It does. We make money through Reed's various patents and government contracts." Susan explained. "If money's the reason you want to join us, then we have to say no. I'm sorry." Spider-Man's shoulders slumped.

"Well, it's nothing that can be helped I guess. I'll see you guys around then. Sorry for busting in like that." And with that, he swung out the open window that had gained him entry.

"Why do I get the feeling that's not going to be the strangest thing that happens today?" Susan asked rhetorically.

* * *

_"Aw man, I can't believe it!"_ Spidey thought as he swung through the concrete canyons of NYC. _"I thought being part of the Fantastic Four would have given my rep a boost. Not to mention my income. That freelance contract is nice, but it's barely enough. And unless I can manage to start getting paid by interning with Dr. Warren, Aunt May and I are in trouble."_ Little did the web-head know that he was being watched.

"So, Spider-Man has been rejected by the Fantastic Four. This is too perfect! That web-slinging fool will be a perfect partner in my quest to destroy those constant frustrations!" the figure shrouded in shadow laughed maniacally as he sent his pawn into place.

* * *

Spider-Man swung onto the roof of the Daily Bugle where he'd hidden his clothes. Changing quickly into Peter Parker, he sneaked in through an open window when no one was looking. He nearly picked the wrong time as he nearly ran right into J. Jonah Jameson as he rounded the corner.

"Parker! Where have you been?! Spider-Man was just seen assaulting the Fantastic Four! Where are my pictures?!"

"Uh, sorry Mr. Jameson! I'll get right on it!"

"_Great_." He thought as he made his way down to the street. "_Now I've gotta backtrack all the way back to the Baxter Building. And for what? Spider-Man's come and gone, the only story there is how smoking hot Sue Storm is. Man, she kind of looks like...great, that just reminds me of Gwen and_ "Harry!"" Harry Osborn was walking right toward Peter.

"Oh, hey Pete." He said, clearly still mourning the passing of Norman Osborn.

"How're you holding up, Harr?" Peter asked.

"Fine I guess. I've still got Mom, and Gwen." There was a subtle maliciousness in Harry's voice as he said 'Gwen.'

"Yeah, I guess it's good to have your girl with you when something like that happens."

"You doing okay? I heard it wasn't too pretty with Liz."

"You can say that again. She made it look like she was dumping _me _to save her rep. It was rough."

"Bummer, dude." Harry's voice held the malicious tone again, but it was too subtle for Peter to detect.

"Well, hey, I gotta run. Spider-Man supposedly harassed the Fantastic Four."

"Did they crush him?" Harry sounded hopeful.

"I don't think so. Look Harry, I know it's easy to look for someone to blame. Believe me, I know. But I really don't think Spider-Man could have done anything to help your dad."

"Yes he could have!" Harry shouted. "And I can't believe you're standing up for that red and blue freak! He cost me my dad's life!"

"Your dad tried to sell you out! He framed you! That's what I got out of the story you told!"

"He loved me! He wanted to protect me! If he'd gone to jail, who'd be there to teach me how to be a man?!" Peter's skin crawled as Harry echoed his father's words.

"Harry...."

"I gotta go Pete. I'll see you around." and with that, Harry stormed off.

"_Also great. My best friend hates me and doesn't even know it_." Peter thought as he aimed his camera up at the broken window of the Baxter Building. He scanned the building for any sign of the Four. Jonah would flay him if he didn't get anything more than the broken window. He failed in this endeavor, but he did spot something interesting. He couldn't make it out clearly, but it was making his Spider-sense tingle.

"What the? I'd better investigate." Quickly sprinting into an alley, Peter tore off his clothes and stuffed them into a web sack that he attached high up on the wall he was now scaling. He reached the roof and bounded over to the building where the figure was. But it was gone! He looked around quickly. There it was! Over a few buildings down. He still couldn't make it out. He began moving toward it. It moved away.

"So that's how you wanna play, huh?" Spidey asked aloud as he swung after it. "It's leading me somewhere. Careful Spidey, don't want to lead yourself into a trap. You still don't know what that thing is." Suddenly, Peter realized something. Namely that his quarry had reached its target and entered.

"The Latverian Embassy! That can only mean..." He swung in through an open window and found whom he had suspected. "Doom!"

"So, we meet at last, Spider-Man." Doctor Victor Von Doom said, spreading his arms out in welcome. "I must say, it is a pleasure."

"Cut the chat, Doc. What do you want?"

"Ah, to the point. I like that. Perhaps I am making a good choice."

"Oh yeah, what's that?" Ordinarily, Spidey would have added a quip to the end of the question, but he A. Couldn't think of one, and B. was intimidated that he was facing down someone who some would say was out of his league.

"I'm making you an offer."

"What kind of offer?"

"We share a common enemy. The Fantastic Four."

"Uh huh. Go on, go on."

"Why not work together? We could eliminate them!"

"Yeah!"

"Destroy that blasted Richards, who we both know is not smarter than me!"

"Brilliant!"

"We could rule the world!"

"Doom, you're a genius!"

"Excellent! So that's a yes?"

"What? No, I'm just pointing out how brilliant a plan that is!" Spider-Man began laughing. "You must be out of your mind to think I'd ever work with you, Doom!"

"Insolent fool!" Doom seethed.

"Meh, I've been called worse." Spidey quipped as he aimed a punch at Doom's masked face. Doom dodged and grabbed Spider-Man's arm, trying to twist it behind his back. Spidey resisted, and to his surprise, pulled Doom's arm right off.

"'Tis but a scratch!" The being that was now obviously a Doombot said, refusing to surrender.

"Oh come on! What is it with the evil villains having robot copies?! First Mysterio, now this! What's next? Robo-Vulture?" Spider-Man complained as he used the arm to beat the robot to pieces. He stooped down and removed the mask, revealing a monitor that was clearly a two-way video camera, showing a very real, very angry Doctor Doom.

"Sorry Doom, but I've more important things to do. Ciao!" He called as he swung out the window.

"Imbecile! Do not think you've seen the last of Victor Von Doom! I warn you Spider-Man if we are not allies, then we are enemies! I will not forget this!" And with this unheard threat, the Doombot's head exploded.

* * *

"Well, here's what I got, Mr. Jameson." Peter said, sheepishly plopping down the photo of the Baxter Building's broken window.

"Are you serious?! Parker, you have 5. 8 seconds to tell me why you got a picture of a window when Spider-Man was seen swinging away from the Latverian Embassy!!!!"

"He- huh?"

"Idiot! Spider-Man is obviously in cahoots with Doctor Doom! He must've ordered the webhead to assault the Fantastic Four!"

"Mr. Jameson-"

"Why are you still standing here?! Get me more photos!" Peter took that as his hint to get the heck out of dodge. His cellphone rang. Gwen Stacy.

"Peter? Doctor Warren wants us to come in today. Get things adjusted now that he's in charge."

"Huh? Oh- uh- okay. I'll be right over. Thanks Gwen." Peter's heart thumped. This was the first time he'd talked to Gwen since Norman Osborn's funeral. He could tell that she was as sad as he was. How could she tell Harry it was over when he had lost his father and had told her she was all that was keeping him off Globulin Green? Peter wished that it could be much more simpler. _"That's high school drama for you."_

Opting to walk rather than swing, Peter didn't know of the farce that was taking place only a block away.

"Hurry up man, he's almost here. Ohohoho man, this is gonna be classic!" Kenny 'King' Kong laughed as Flash Thompson slipped on a familiar red and blue costume.

"Dude are you sure-?"

"Yeah yeah, I'm sure Hobie. This is gonna be great!' Flash said, interrupting Hobie Brown yet again. Unbeknownst to him, Hobie was about to make the excellent point that Flash had already impersonated Spider-Man once before, and that maybe it wasn't such a good idea. How right he was.

"The fool! He's walking around in broad daylight!" Doctor Doom laughed as he monitored the situation via the sensory systems of the dispatched Doombot. "Doombot! Seize the arachnid!" The robot complied, leaping off of the roof it was on right behind Flash. Kong and Hobie's mouths dropped open. Flash was oblivious.

"What? Parker didn't just walk up did he?" Flash never got his answer as the Doombot sprayed a knockout gas out of a nozzle in its glove, knocking the three teenagers unconscious.

* * *

"This is a message to the Fantastic Four from Doctor Doom! I have kidnapped Spider-Man! If you are not at the Latverian Embassy in one hour, he will die!" Doctor Doom's ominous broadcast had permeated every electronic device in New York City. All TVs showed it, cell phones blared it, and personal and public computers were taken to a video of the threat. All of the city's inhabitants were shocked, but none more than a particular Peter Parker.

_"Doom must have a fake Spider-Man!"_ He guessed. _"And they probably have no idea how much danger they're in!" _

Just then, his OsBerry rang. The caller ID said Hobie Brown.

"Hello?"

"Parker? It's Hobie. Look, have you see Flash at all?"

"Uh, no. Why?"

"Well, we were going to play a joke on someone," in that instant Peter knew what had happened. He had been the butt of the joke, and Flash Thompson was now a prisoner of Doctor Doom! "and we just...don't know what happened. We think he's the Spider-Man that Doctor Doom has. And we figured since you take Spidey's pictures, you could--"

"Get him to save Flash?"

"Yeah. I know you guys aren't the best of friends but--"

"Save it Hobie. Flash and I may not be buds, but that doesn't mean I want him dead. I'll do what I can."

"You rule Parker!" Peter hung up.

"Uh, Doctor Warren--"

"You have to take pictures for the Bugle, I know." Warren said, not even looking up. It kind of bugged Peter how he barely acknowledged him unless he was doing something brilliant. And Martha Connors' warning to not learn too much from him still rang in his ears. He just hoped Gwen had taken it to heart too. Doctor Warren certainly seemed to prefer Gwen to Peter, and it was kind of creepy.

"Uh- yeah. Thanks." Rushing out, Peter rounded a corner into a deserted alleyway, changed into his costume, and swung back towards the Embassy.

* * *

"I- I swear dude! I'm not Spider-Man! I'm just a kid in a costume! I was trying to pull a prank I swear!" Flash Thompson cried as he struggled against the bonds holding him to the wall of Doom's lab in the embassy.

"Faugh! I do not believe your pitiful words. Even if you are not Spider-Man, you will serve my purpose of luring the Fantastic Four here!"

"Aw, and I get left out of the party?" the real Spider-Man had smashed through the window, and quickly aimed a roundhouse at Doom. "Hey Doc, word of advice. Don't hide the secret lab in an Embassy with a bunch of windows!"

"Spidey! I knew you'd come for me!" Flash shouted as Doom reeled.

"Uh, yeah. No prob. Just sit tight until tin-head here gives up."

"Give up? I, Doctor Doom?! Never!" Spider-Man's spider sense barely allowed him to dodge the laser Doom fired from his finger.

"Wow, not only is it a bold fashion statement, but it's got a laser too?! You know, you should really patent that! I'd buy one!" Spidey chuckled as he shot a glob of webbing into Doom's face, blinding him temporarily."

"Do you ever stop talking?" Doom raged tearing the webbing from his mask.

"You know, I don't. But I get that a lot." Spider-Man punched the deranged ruler into a large machine on the wall, breaking it. Doom grabbed the wrecked tech and hurled it at the wall-crawler, only to miss and hit another piece of equipment.

"Well, it's time to start!" Doom shouted as he pulled a switch on the nearby apparatus. A surge of electricity ran through the wall, shocking Spider-Man. Doom stalked up to his twitching body. With one hand, he grabbed our hero by the throat and shoved him up against the wall next to Flash.

"You should have accepted my offer when you had the chance." He slammed the helpless hero into a console, and onto the ground. "It takes the combined powers of the Fantastic Four to beat me. What ever made you think you had a prayer?! Foolish arachnid. _Nobody_ refuses Doom! Now you will pay the ultimate price for defying me!!" But before Doom could do anything, a whirring noise was heard. Doom looked up. The Fantasticar was zooming right toward the Embassy.

"The Fantastic Four! No! They're too-- I--I'm unprepared! I wasted my time fighting you!" Doom raged. He released Spider-Man. "I must flee! Mark my words Spider-Man, this isn't over! Doom will prevail!" And with that, Doom was gone. Lost in the labyrinth that was the Latverian Embassy. Spidey knew it was no good. Doom would have a passageway to an emergency escape back to Latveria or one of his other hideouts, and Spider-Man had no idea of the layout of the Embassy. He was snapped out of his reviere by the arrival of the FF.

"Spider-Man!" The Fantasticar hovered in park above the ground as they leaped into the room. "What happened?" Mister Fantastic asked.

"Oh nothing much. Just having a little fun with your ol' pal Victor."

"All this trashed equipment. It must have been some fight. You okay sweetie?" Invisible Woman asked, kneeling down beside the tired webslinger. Under his mask, Peter Parker blushed fiercely.

"Uh, yeah. I'm fine." he said, trying to avoid the awkwardness of being worried about by a hot engaged woman.

"Hey! What's with this other guy right here?" the Thing asked pointing at Flash. The Human Torch flew over and tugged off the mask.

"Aw, it's just some kid! What the heck were you doing?" Flash laughed sheepishly.

"Well, I was, uh, trying to pull a prank on this kid, Peter Parker. Real dweeb. But-"

"Yeah, yeah, that's nice." the Thing interrupted. "I oughta clobber ya for scaring us like that."

"Come on, Ben, he's just some scared kid." Reed reasoned. "Let's get him home. Spider-Man," Reed extended his hand. "We've given you a lot of trouble today. I mean, first we rejected you, then you had to tackle Doom all on your own. I feel that you have earned a place with us." Spider-Man stared at the hand. Reed Richards, his intellectual idol was offering him a partnership. But he knew what he had to do.

"Sorry, Dr. Richards. I really couldn't do it. I'm too much of a solo guy, and there's that whole money thing. I Guess I'm not the only one who doesn't pay the bills superheroing." Spider-Man shook the hand briefly, but then took off. But not before leaving a web heart right at the feet of Susan Storm.

"You really gonna let that little punk muscle in on your girl, egghead?" Ben asked incredulously.

"Yeah sis! Come on! As if Namor wasn't bad enough!"

"Oh come on, boys. It was sweet. Let him have his little crush." Susan said blushing slightly.

* * *

Spider-Man swung through the concrete canyons of New York, coming in a wide arc to the top of the Chrysler building.

"Well, it's been a tough day. Met the World's Greatest Heroes, fought their greatest villain, and got a couple of pics too!" He said, sifting through the recently developed photos he'd taken at the Embassy. "Well I may not have gotten a new job, but I've made four great friends. And that's something I can't buy."

* * *

Author's Notes: I love Spectacular Spider-Man. I'm so addicted to it right now, it's not even funny. So, I decided to take the time period of at least a year that we'll be waiting for the third season to write my own. I've already got the layout for this season, including episode names and plots, and I've also got one for a fourth season. Now, this is partly my own continuity. Obviously the show can't use the Fantastic Four or Doctor Doom, but I though it'd be fun to do some chapters with other Marvel characters since that was such a big part of Spider-Man's early days. So, this chapter is based on Spider-Man's early encounters with the Fantastic Four. In particular Amazing Spider-Man #s 1 and 5. Hope you like. Reviews appreciated!


	2. Coping

Season 3

Summary: Season 3 of The Spectacular Spider-Man. Features guest stars from Marvel's other properties.

Disclaimer: As usual I own nothing but possibly some original plot ideas.

Chapter 2: Coping

It was a rainy day, the kind that made you hate early March. The kind of day where Peter Parker really hated web-slinging.

"_Aw man, I'm soaked! I totally should have taken the bus. Would have been warmer_." He thought shivering. As he passed a Fifth Avenue jewler, he heard the alarm go off.

"_Great, now I'm gonna be late!_" He thought as he landed outside. The causes of the alarm walked out they were two kids, barely older than Peter, and both were dressed in the most ridiculous costumes imaginable. There was a boy dressed in a brown skintight jumpsuit (not a pretty sight, the guy was pretty fat) that sported a rainbow W on it, and a mask that had what looked like walrus tusks coming over the mouth. The girl wore a skintight white jumpsuit and a pair of bunny ears.

"Spider-Man! There's no way you'll defeat us!" she shouted.

"Right. Uh, who are you?"

"I am the White Rabbit!"

"And I am the Walrus!"

"Goo-goo-gagood grief! What possessed you to pick out those names?" Spider-Man laughed as he shook his head in disbelief.

"Don't underestimate me pal!' The Walrus growled. "I've got the proportionate strength, speed, and intellegence of a Walrus!" an awkward five seconds passed before Spider-Man doubled over laughing.

"Hooho! You're- you're kidding right? You do know that walruses are neither fast or smart, and bigger than humans? You basically just called yourself slower weaker and dumber than the average human!" As Spider-Man continued laughing, the Walrus charged, delivering a punch to Spider-Man's jaw. On a normal person, it might have hurt, but Spider-Man was unphased.

"Okay, I get it. You're strong. But you're no Rhino. You wanna give up now, or-"

"Don't you worry Spider-Man! Frogman is here to help!" all three looked behind them to see another kid dressed in an equally ridiculous frog-themed costume.

"Oh this just gets better and better." Spidey muttered. "Look kid, I appreciate the gesture but I don't need-" he was interrupted as White Rabbit tried to kick him, failing miserably. "Do you mind not doing that while I'm talking?!" Spider-Man shouted exasperated, webbing her up. "I don't need help!"

"That's okay! I'll show you! Leap frog!" as Spider-Man tried not to laugh at the ridiculous battle cry, Frogman tried to make an impressive leap using springs on his flippered boots, but ended up tripping over himself. Spider-Man webbed him up too and turned to the Walrus who was standing there chilling out. "Hey you too blubber-brain. Can't let you miss out on the fun." The Walrus really did nothing to protest being webbed up. A police car pulled up and Stan Carter and Jean DeWolffe stepped out.

"Ugh, again with this?! Fogerty, Carpenter, Dodson?" Carter groaned.

"They've done this before?"

"Yeah. Fred Fogerty, Hubert Carpenter and Lorina Dodson. Little attention stunt. This is the third time those two have caused trouble so 'Frog-Man' can save the day."

"Guess a little friendly neighborhood Spider-Man gave them the idea." DeWolffe snapped.

"Hey, I'm not out to inspire people. Their own stupid fault. I've got things to do, places to be. They're all yours." Spider-Man protested as he swung off.

Making sure that no one could see him, Spider-Man landed behind a dumpster outside Midtown Manhatten Magnet High and changed. He moved quickly to avoid a similar incident to when Hobie Brown had nearly discovered him and he'd spent the rest of the day smelling like vomit. Fortunately (or unfortunately) it was raining so hard that nobody was loafing around outside. He sprinted to the door, taking care not to slip. He had only seconds to spare as he slid by Flash Thompson and Sha Shan Ngyuen (who was bereting him for his stunt with Doctor Doom the previous Friday) and into his first period class just before the bell rang.

"_Close call. But at least the day's off to a not totally horrible start_." He thought as he wrung out his shirt.

"Alright class, settle down. I have your tests right here." Professor Warren called. He moved around the room, handing the tests back. "Peter, perfect as usual. Yes Mr. Brown, a question?" Hobie Brown had raised his hand.

"Yeah, I was wondering if this would--"

"Be on the final? Some of the concepts will indeed appear, but it would be to your benefit to not worry about specific elements."

"Do you mind not interrupting?!" Hobie shouted. The class was stunned.

"Dude," Flash Thompson whispered to Hobie. "Where did that come from?"

"From out your butt." Hobie said acerbically. Nobody knew what to say. Hobie Brown, the kid who never talked was in a full on rage. Soon though, Professor Warren had to keep teaching. The rest of class passed without incident. The bell rang, and Hobie darted out.

"Hey Brown!" Flash called. Hobie didn't stop.

"Man, I didn't mean to tick him off or anything." Flash said. Sha Shan put her hand on his shoulder.

"He's just frustrated. Give him some time." Flash sighed.

"Yeah. You're right."

* * *

Hobie stormed out of the school building. He didn't care if anyone saw, he couldn't handle school. Unfortunately, someone did care that he was seen. Particularly one Peter Parker.

"Hobie!" Peter called, running after him.

"Buzz off Parker." Hobie said, not turning around. "I don't have time for you." And with that, he stormed down the street.

"_Man, wish I could follow as Spidey, but I can't miss next period_." Peter thought as he trudged back in.

Hobie made his way down 8th Avenue, pushing past most people, not stopping to apologize. Eventually he reached his destination. The Lincoln Dynamic Youth Center. Here he could blow off some steam. Hobie came here frequently to work out, or take a couple recreational classes. As Glory Grant knew, he'd played the part of Puck in _A Midsummer Night's Dream_ there, which had led to his reprising the role in the play. He rushed to the gym and changed into a set of clothes he kept there. He moved out into the midst of the machinery and began bench pressing. Ten reps for Flash. Ten reps for being interrupted. And ten reps for that nosy Parker. Hobie panted. He'd put on more weight than he'd ever attempted. His muscles were stiff already, but he didn't want to stop. He stood up and moved to leg presses. More reps there. Chest, back, abs, thirty reps on each. Time to practice Tae Kwon Do. As far as he knew, no one at Midtown knew he was a green belt.

"_Never bothered finding out now did they?_" He thought angrily. He moved over to a training dummy. They also never bothered finding out that he had a girlfriend, Mindy. Mindy was part of a work-study program at another school and carried it out working for the Lincoln Dynamic Youth Center. As such, she was waiting by the training dummy, arms crossed.

"Hobie? What are you doing here?"

"Couldn't handle school today."

"Uh-huh, so what happened?"

"I don't wanna talk about it."

"Come on Hobie! That's your problem, you don't talk about what you're feeling!" she said throwing her hands up in frustration.

"I would if anyone would let me get a word in edgewise."

"Is that what this is about? Being interrupted?"

"It ain't just being interrupted! It's about respect!"

"Hobie, you don't need respect to feel good about yourself."

"Tell that to every other human being in the world." Mindy sighed in frustration.

"Hobie, you aren't the only one with problems." Mindy had clearly given up for now. She gave Hobie one last sad look, and walked away.

Hobie frowned. He didn't need this right now. He kicked the training dummy, grunting loudly with each strike. He unleashed a roar of fury as he punched the dummy so hard that it snapped in half. He stopped when he heard applause.

"Impressive. This is the kind of youth I want to see here." Hobie recognized this newcomer. It was the owner of the joint!

"I assume you know me, young man. L. Thompson Lincoln. But you probably also know of my other name."

"The Big Man, right?"

"I prefer Tombstone, but the Big Man has its uses.

"From what I heard, you ain't the Big Man anymore."

"Yes, well, thanks to that constant annoyance Spider-Man, my operation is all but shut down."

"So, what does this have to do with me?"

"You have a lot of anger in you, young man. Nobody respects you. I know, I was like you once. But I learned that my strength was given to me to _make_ people respect me."

"So what do you want?"

"I need a new lieutenant. Someone to run my errands under the radar while I pretend to be doing legitimate business. My old one, Hammerhead, seemed to think that he could usurp my position. But you are young. You can have a fresh start as my lieutenant, and then when I retire, I can pass the empire to you."

"Thanks, but working for a gangster wasn't part of my life plan."

"I see. However, I don't think you understand the gravity of saying no to me. Spider-Man made that mistake once, and now he and I are enemies. You do not want me as your enemy. And you see, your father owes me quite a large debt."

This was news to Hobie.

"How do I know you're telling the truth?"

"Ah, so you're smart enough to ask. Good. Well you see, I know that your father is James Brown Jr., that he married Lorretta Springer in 1986, had a Hobie Brown in 1991, and James borrowed about $100,000 from me to pay for bringing you up. And he needs it repayed." Hobie stiffened. His father had always said that it had been tough finding money to raise him. It was a slim one, but there was a chance that Tombstone was telling the truth. "Now, you wouldn't want to find out that your family had been hurt, or that _Mindy_ had been hurt, would you Hobie? If you work for me, I will clear your father's debt. Do we have a deal?"

He was being intimidated! Hobie growled internally. He knew there was no way out. This Tombstone guy was dangerous, and he had friends. Hobie could see a few tough looking guys staking out the exits. Tombstone had planned this out. Hobie dropped his fists that he'd been holding up mid-stance.

"Deal."

"That's it. Don't worry. I'll pay you handsomely for your services, on top of clearing your father's debt. Any amount you desire shall be yours. All I ask is that you do a few jobs for me. Small ones to get you started. My operation needs to continue under a new face."

"What face?"

"Oh don't worry about that. Leave it all to me."

* * *

Hobie flexed his fingers. The purple glove was flexible and lightweight, but it felt like a prison to Hobie. How had it gone down the tubes so quickly? Ditch school, and the next thing you know, you're working for a crime boss.

"_That's life_." Hobie thought. The old man Tombstone had introduced simply as Tinkerer stepped forward.

"Your gloves and boots contain gas nozzles that can fire knockout gas or tear gas, and shock absorbers to allow you to make big jumps. Mask includes gas mask to prevent you from inhaling your gas. Cape has fibers that stiffen when an electric current is run through them, allowing you to glide short distances. The gloves' claws can grip into concrete and let you scale walls. This is pretty low tech, but it's the best I can do on such short notice Tombstone."

"What you have provided should suffice." Tombstone said. He watched Hobie slip on the mask. It was purple, but had black patches around the green eye lenses. The lightweight armor was green too, adorned by a purple belt. A purple cape completed the look.

"Well, _Prowler_, ready for your first assignment?"

* * *

Spider-Man landed clinging by his toes on the tall tree at the edge of Central Park. He'd gone over all of Manhatten, and there was absolutely no activity. Illegal activity at least.

"I don't like it. It's too quiet." Spidey said as he shot a web strand at the nearest building and yanked himself up to the side. "I guess there's nothing for me to do. May as well head-"

His spider-sense began to tingle.

"home. Aw man, there goes my night off." Spidey swung in the direction that was making his spider-sense tingle and came across a broken window. Thirty stories up. "_High rise burglary, huh? Better snap some shots_." he thought as he webbed his camera to the roof just inside the window. Stealthily, he crawled in, looking for signs of the prowler. Suddenly his spider-sense went off. Moving just in the nick of time, Spidey caught the leg of his assailant and tossed him into the wall.

"Ah, very nice with the green and purple. That seems to be a common motiff with my baddies. I mean there's the Green Goblin, and Mysterio, then of course Doc Ock, Sandman, and Electro've got the green going, plus I've always thought Vulture would look great in green, and can you just picture Kraven in nice purple spandex? So what do I call you?"

"Call me the Prowler!" his foe said. Spider-Man had little time to appreciate the irony of his thinking of that name as gas had just been released from his boots.

"Didn't expect that did ya web-freak?" Prowler asked, making his move on the confused Spider-Man.

"No. Not really. So, listen Prowler, you wouldn't happen to know my friends Creeper and Stalker would you?"

"Very funny. You do this with every clown you fight?"

"Nah, just the ones with no sense of humor." Spidey aimed a punch at the Prowler's face, which was dodged.

"Sense of humor? You call that com-"

"Hey, I didn't knock your style too bad, don't knock mine."

"DO NOT INTERRUPT ME!" Prowler raged. He rushed Spider-Man and flipped over the web-head's shoulder, grabbing him and tossing him from under his own feet.

"Ugh. Sensitive much?"

"I'm tired of being interrupted! I'm tired of gettin' no respect!"

"_Hobie?!_" Spider-Man thought as the Prowler grabbed him again and attempted another tae kwon do throw. "_Man, what is it with people I go to school with becoming villains? First Mark becomes Molten Man, now this! Easy Parker, at least Harry isn't Goblin II. Yet at least._" Spidey flipped in midair, and fired a webline at Prowler.

"Look, chuckles. I'd love to stay and talk this out, but I've got things to do, places to be. I've got a life!" and with a roundhouse, the Prowler was down. "Here you go, all nice and cozy. You can thank me later." Spider-Man said as he webbed him up. As he turned around to retrieve his camera, Spider-Man heard a slight sound. He turned, and the Prowler was gone.

"Are you kidding me?" Spidey asked aloud. "Well, he's long gone by now. I'd better get home before Aunt May begins to worry. That's the last thing I need, that 9:00 curfew back."

* * *

Hobie Brown pounded his claws into the wall, scaling it. Eventually he reached his destination. He opened the window and slipped in right in front of the person he was looking for.

"Prowler. I assume you were successful?"

"Yeah. Here's your cruddy jewels." Hobie tossed the bag at Tombstone's feet.

"Excellent. Any problems?"

"A little spider showed up."

"I see. Not entirely surprising. The next time you see him, crush him. Your cut." Tombstone tossed a large emerald back to Hobie. Hobie caught it in midair and stared at it.

"_You should drop it_." The little voice in the back of his head told him. "_You got this sweet suit, you beat Spider-Man, kind of. Nothing can hurt you, your family, or Mindy_." But as most of us are prone to doing, Hobie ignored the voice.

"Thanks, Tomb."

"You should go and get some rest. Wouldn't want to miss school, now would you?" Tombstone was being sarcastic, and Hobie knew it, but he didn't care. He nodded and left the way he came.

* * *

The next day at school, Peter scanned the entire courtyard for Hobie. The rain had moved on, and most people were outside. Peter decided to give up after about five minutes of fruitlessly searching. He'd see Hobie in class, and tell him that he'd seen his fight with Spider-Man and that he knew Hobie was the Prowler.

"_Yeah, that'll go over real well_." he thought. He was so deep in thought that he nearly ran into Liz Allen. "Ack, uh, Liz! Uh, how's it...going?" Liz flipped her hair and kept walking. "_Can't say I blame her_." he thought morosely. "_I'd be pretty mad too if I'd been dumped like that. But I couldn't keep dating Liz when it's Gwen I love._" And so, Peter Parker continued to dejectedly and lovelornly proceed with his day, keeping an eye out for Hobie Brown.

* * *

"You called?"

"I have another assignment for you. A source of mine tells me that there are specs at Oscorp that contain evidence that Oscorp provided the Green Goblin with weapons and possibly contain blueprints for the Goblin's equipment. I want this. Osborn and the Goblin were both my enemies. I don't know where the Goblin is now, but these specs could prove invaluable to taking him down."

"Understood."

"Good boy. See, it's not that hard once you set your mind to it." The Prowler said nothing as he leaped out the open window in Tombstone's office.

* * *

Security at Oscorp was as tight as ever. With a watchman like Mac Gargan, it had to be. Gargan had been one of Osborn's personal assistants, a private investigator personally hired by Osborn, right up with Donald Menken who had now assumed leadership of the company in the wake of Osborn's death. But nothing could have prepared Gargan for the Prowler. Gargan was keeping a tight vigil over his charge for the night, a vault that contained what Menken had called some of 'Mr. Osborn's personal items of interest'. Gargan was starting to get bored. Come to think of it, he was getting....sle...epy........no!

Gargan dropped over knocked cold.

"Step one, break in: done." Prowler said opening the vault and retrieving the data chip.

"Step two, stop the Prowler: done." Prowler whipped around to see Spider-Man leaning against the wall.

"Spider-Man!"

"Aw, you remember my name!"

"Butt out webhead! This doens't concern you!"

"It does when I'm trying to stop a kid, Hobie." This got Prowler's attention.

"How do you know who I am?"

"Parker told me he saw our fight taking pictures. Look Hobie, I want to help you."

"Then let me take this! Tombstone wants the Goblin out of the picture."

"Whoa whoa whoa! You're working for Tombstone? Hobie, do you have any idea how deep you're in?"

"Do _you_ have any idea how deep in I'll be if I don't deliver the goods to Tombstone?!" Hobie growled.

"Look Hobie, it doesn't have to be like this..."

"He threatened me, he threatened my family, and he threatened Mindy!"

"Wow, jeez that's heavy! Who's Mindy?"

"Mindy is my girlfriend. And Tombstone is gonna hurt her and my family if I don't do as he says."

"Well, look. I can help you. For one, the Goblin's already out of the picture. Not that that matters to you much, but I can protect you. If you testify against Tombstone, he'll be back under arrest and hopefully without bail. So what do you say, will you let me help you?"

Hobie stood there thinking. He was right. He didn't have to do this. He could help take Tombstone down. He could be a hero instead of a villain.

"Let's do this!" Hobie shouted. "But we're going to need bait."

* * *

Tombstone sat patiently at his desk. He heard a slight rustle. The Prowler stood behind his desk.

"Ah, Prowler. Success?"

"Give me my money and you'll find out." Hobie spat.

"Very well." Tombstone said writing out a check. "Your money. Now, the specs." Hobie planted the chip on the desk. Tombstone reached out to grab it when suddenly the door to his office burst open. Captain George Stacy, Stan Carter, and Jean DeWolffe stood in the doorway weapons trained on Tombstone.

"Lincoln! You're under arrest for corporate theft and espionage!" Tombstone whirled around.

"You traitor! You double-crossed me!"

"Heck yeah he did!" Spider-Man's ever-annoyingly-cheerful voice sounded from the ceiling.

"Thanks to the Prowler and Spider-Man, you're going to be in prison for a long time Mr. Lincoln."

"Oh and Tomby? Stay out of my town. For good."

"You can't stop me from that."

"No, but if you ever show your face in New York again, I'll be watching you, ready to take you out again."

Tombstone ground his teeth as Stacy cuffed him. Carter and DeWolffe led him out.

"You did good Spider-Man." Captain Stacy said.

"Oh, well, I really couldn't have done it witout Prowler here."

"Well, as long as he's your friend, he's welcome in New York." Prowler shook his head.

"Nah, my debt to him is done. I'm not being coerced. I'm giving up this gig. I'm not a Prowler, I'm just Hobie Brown." he removed his mask.

"I guess you'll have to arrest me for robbing that place earlier, huh Captain Stacy?"

"'Fraid so son. But don't worry. If you'll testify in court against Tombstone, then there's a good chance you'll get off clean." Hobie nodded and allowed Captain Stacy to cuff him.

"Spidey....thanks man. I owe you one."

"You don't owe me anything. The Big Man's done for good, and I owe it all to you, dude." Hobie smiled.

"Well, if it weren't for you, I'd be going down the wrong path. I finally realized that it's not about getting respect, it's about being a responsible person." Spider-Man put his hand on Hobie's shoulder.

"A great man once told me with great power, comes great responsibility.'

"Sounds pretty great. You were pretty lucky to know him." Stacy nodded.

"Yeah, I know a fine young man who lives up to that ideal. Your buddy Peter Parker." Spidey tensed. He was doing it again! He was hinting ever so slightly that he knew! But- but how?!

"Oh, yeah, Parker. Pretty responsible guy I guess. I'd better get going Captain. I'll be watching for the verdict. Good luck Hobie." moving quick to try and get somewhere where he could think, Spider-Man leapt out of the office window.

* * *

Captain Stacy walked down the imposing hall and into the office.

"Here's the chip back, Mr. Menken." He said. "No problems recovering it."

"Thank you Captain, you have no idea how valuable this chip is."

"Just doing my job Mr. Menken." Stacy nodded and left. Menken sat down and dialed his phone.

"Yes?" A mysterious voice answered.

"Object in my personal posession, sir. Your plan worked perfectly."

"Of course it did. By tricking Tombstone into trying and steal it, we managed to get it out of that vault without compromising your position."

"Indeed. Would have raised too many questions if I'd removed it myself. Shall I deliver it to you personally?"

"No need. I will get it myself. You have done your part Menken. Your compensation will be recieved when my prize is."

* * *

Author's Notes: Well second chapter done! In comparison to the first one, this seems really long. Unfortunately, I can't say for certain if there'll be a standard length. Probably not. Well, Hobie's the Prowler now, but he'll probably be the same as always, just more outspoken. And the Prowler isn't done permanently. At least I don't think so, I don't have him written in my plans yet, but he might make another appearance. I wanted to have more of Mindy in the story, particularly at the end, maybe talking to Hobie and showing the depth of their relationship, but I couldn't really make it work, and the chapter's long enough. Well how about that scheming Menken? If you're smart, you'll know where this is going.

On the next episode: Hired to follow Peter Parker by J. Jonah Jameson, Mac Gargan undergoes a strength enhancing experiment and recieves mysterious additional orders to test run OsCorp's new Scorpion armor. His assignment: eliminate Spider-Man. Another cameo will appear! Read and Review!


	3. First Impressions

Season 3

Summary: Season 3 of The Spectacular Spider-Man. Features guest stars from Marvel's other properties.

Disclaimer: As usual I own nothing but possibly some original plot ideas.

Chapter 3: First Impressions

"In the matter of Lonnie Thompson Lincoln vs. The City of New York and Hobie Brown, how does the defendant plea?"

"Not guilty."

Peter Parker watched trying to contain his excitement. Tombstone could be behind bars soon! He waited anxiously.

"Does the prosecution have an opening statement?" The judge asked. The blind prosecution lawyer, Matt Murdoch stood and said,

"We do your honor. May it please the court, we seek to aid Hobie Brown against the charges pressed against him by the city of New York and to bring L. Thompson Lincoln, aka the Big Man of Crime, alias Tombstone to justice in this matter. Mr. Lincoln has coerced the young Hobie Brown, a junior at Midtown Manhattan Magnet High School, into adopting the persona of the Prowler, and using said persona to rob a jewelry store. Mr. Brown has agreed to testify against Lincoln in exchange for amnesty against the crime. Mr. Lincoln is in clear violation of his bail by having a hand in this matter, and today, we will prove said involvement. Thank you."

"Does the defense have a statement?" Lincoln's lawyers fidgeted.

"Yes your honor. There is no truth to these statements. The police have caught Mr. Lincoln on two separate occasions in the wrong place at the wrong time. Both times, Spider-Man has been on the scene to frame my client. Spider-Man has been the true culprit all this time. Thank you." Peter frowned as he watched the witnesses be sworn in. Another attempt to make Spider-Man out to be a common criminal. He supposed he should have been used to it by now.

"Will the prosecution call the first witness?"

Murdoch stood and said "The prosecution calls Hobie Brown to the stand." Hobie stood, was sworn in by the bailiff, and entered the witness booth.

"Mr. Brown, can you tell the court what happened at the Lincoln Dynamic Youth Center three weeks ago from today?"

"Yeah. I went there to blow off some steam, and as I was working out, Mr. Lincoln approached me."

"I see, and what did he say?"

"He coerced me into working for him."

"How did he coerce you?"

"He told me that my father owes him money, and that if I didn't pay it back, he'd hurt my family and my girlfriend." Peter noticed as a girl he could only assume to be Mindy fidget.

"Is Mr. Lincoln's statement true?"

"I don't think so. My dad denies ever owing him money."

"So what did he ask you to do to repay this alleged debt?"

"He took me to a warehouse in the Lower East Side, and met with some old guy he called the Tinkerer. They gave me some equipment, and he ordered me to rob a jewelry store."

"This equipment is currently in police possession, correct?"

"Yeah. I turned it over when I was arrested."

"Your honor, gentlemen of the jury, I present to you Exhibit A, the Prowler's equipment and schematics. Note that the schematics show that it is not unlike the equipment taken from the trio of criminals called the New Enforcers."

Peter stayed attentive throughout the entire case. (AN: Alas, I'm too lazy to write the details) He was particularly riveted by Jennifer Walter's cross-examination of Tombstone, and when it came out that Hobie's father really had gotten in deep with the mobster. Soon enough, it was time for a recess.

"We will resume in ten minutes." the Judge called out. Peter stepped forward, toward Hobie, Murdock and Walters.

"Hey, Hobie." Peter said as he approached.

"Oh, hey Parker. Didn't expect to see you here."

"I work for the Bugle, remember?" Peter asked, pointing to his camera.

"Right. Spidey's photographer."

"Yeah. So, you know that I kinda-"

"Told him who I was? Yeah. It's cool, man. He helped me out of a tight spot." Matt Murdock nodded.

"I think we're getting to them. Judge Goodman seems to be on our side, and as far as I know, none of the jury are on Lincoln's payroll."

"So, you're the kid who takes Spider-Man's pictures?" Jennifer Walters, a shapely young woman barely out of law school asked inquisitively.

"Uh- yeah. Yeah, that's me."

"Impressive. Some of those photos are very well done."

"PARKER!!! ENOUGH LOLLY-GAGGING OUTTA YA KID! SHOW ME WHAT YA GOT!" J. Jonah Jameson barged up to the little group and snatched Peter's camera. "Hm. Not _too_ bad. Keep it up Parker and maybe there'll be a raise in it for you."

"Really?"

"Heh, no. But I have to sound charitable!" Jameson chuckled as he pinched Peter hard.

"Ow! Hey, what was that for?" Peter grumbled as he rubbed the skin on his arm where Jameson had pinched.

"No green! Don't you know what day it is kid?"

_"Aw man, St. Patrick's Day!"_ Peter thought. The judge reentered, and everyone took a seat.

"Has the jury reached a verdict?"

"We have your Honor. We the jury find L. Thompson Lincoln.....guilty of all charges." Peter could barely contain his glee.

"Mr. Lincoln, I sentence you to twenty years in Ryker's Island. A review board will meet in five years time to determine chance of parole." The crowd filed out of the courtroom. Peter relished the opportunity and snapped several pictures of the disgraced Tombstone.

* * *

"WHOOOOHOOOOOO!" Spidey hollered as he swung over the streets of New York. "Oh yeah! Tombstone's out of the picture! Five years minimum of no Big Man!" He landed atop the Chrysler Building and surveyed the city. "I guess things are going to be a lot quieter. With the two major mob heads in jail, Hammerhead's the only one to worry about. Aw, but he hasn't shown himself since Tombstone was arrested the first time."

Spidey scampered down the side of the building, heading in the direction of Forest Hills.

"If there's any time I deserved a rest, it's now." He thought to himself. He sneaked into a deserted building, changed, and slipped out a broken window into an equally deserted alleyway. Nobody paid him any mind as he waded into the ant-like flow of New York pedestrian traffic. At least, that's what he thought. His spider-sense began tingling ever so slightly. He tensed up, ready for the unexpected. A little too ready perhaps.

"Hey Pete." Peter nearly jumped out of his shoes when he realized it was just Mary Jane, and that she had also pinched him.

"Mary Jane! Man, I've gotta get some green on me. How have you been doing?"

M.J. had clearly not been doing well. Peter had known from Liz that she and Mark were getting close, but Peter had always thought of Mary Jane as too much of a free spirit to be tied down by a boyfriend. But when he'd been fighting Mark when he'd turned into the Molten Man, he'd seen the concern they'd shown for each other. He knew that it had been hard on her the past few weeks.

"I'm...okay. In the same boat as you, tiger."

"Wanna help me paddle it?" Mary Jane nodded and they continued down the street enjoying each others company.

"So Gwen feels guilty about Harry's dad." Mary Jane observed.

"Well so do I." Peter pointed out. "What kind of friend would I be if I kicked him while he was down?"

"All the same," She retorted. "Gwen's not being honest with him and neither are you." Peter sighed.

"I know. I'm working on it. Let's talk about your problem."

"Mark? Well I've tried talking to him, but he's locked up in this new high-tech security ward called the Vault, and they don't let him get mail or even visitors!" Peter didn't let on that he knew that, having fought Mark in the Vault plus almost every villain or criminal he'd put away.

"Well I guess they have to be safe, I mean he does have super-powers now."

"But he changed back to normal before they arrested him! And he would have gotten out by now if he still had them." Peter had to admit he hadn't thought of this. Maybe there was more to Mark's story than met the eye. Suddenly, Peter got an idea.

"M.J., what would you say to Mark right now?"Mary Jane thought a bit.

"I'd say...I'm sorry that things had to happen the way they did. I'll be waiting for you when you're free." Peter nodded, not pursuing the line of conversation further. They went down into a subway tunnel that would take them back to Queens.

"I've got something to take care of at the Bugle." Peter lied. "I'll see you around M.J." She nodded and waved as she got onto the train. Peter went back above ground and dashed into an alleyway. His spider-sense began tingling. It wasn't safe there. Peter turned back and tried another alley. His spider-sense didn't stop tingling. Peter turned around. Nobody was there. But he could have sworn he saw a slight movement.

_"Somebody's following me."_ He thought. He kept moving his feet, eventually deciding to go to the first place that came to mind: The Daily Bugle. _"Well at least I'm not lying to M.J. now."_ He thought sardonically.

* * *

"Parker! What're you doing back here already?!"

"Well, I, uh, care for some more Spidey shots?" J. Jonah Jameson wrinkled his nose.

"No thanks. I'm not buying those from you anymore Parker."

"But they're the best in town!"

"I don't care! I ain't buyin'! And get some green on you before I pinch you again!" Peter got the message, and turned to find a large man wearing a trenchcoat standing behind him.

_"By the tingling of my spider-sense, something...aw heck with Shakespeare. This is the guy who's following me!"_ Peter thought as he left the office.

"Gargan! This'd better be good!" Jameson growled when he was sure Peter was out of earshot.

"The kid's pretty smart. I think he's on to me."

"Well stay on him! I want to know how that little punk is the only one in the whole city who can get any pictures of that creep!"

"Got it."

_"So that's it! Ol' Picklepuss doesn't buy that I'm working with Spidey. Well I'll just have to convince him and this Gargan guy." _Peter mused from his position behind Betty Brant's desk, which like the rest of the Daily Bugle offices had been decked up in green. Fortunately, Betty was currently spending her lunch break with Ned Lee. As his spider-sense began to tingle again, Peter ducked under the desk right as Gargan walked by on his way out. Peter tiptoed behind, confident that nobody was paying attention to him. He ducked into his usual closet and made his usual exit as Spider-Man, following Gargan at a discrete distance. It was around Hell's Kitchen that Gargan seemed to notice something was up. He picked up his pace a little bit, and made a turn down yet another empty alley.

"Ah, again with the empty alleyway." Spidey muttered as he swung down and snatched Gargan by his coat. Gargan yelped and thrashed. Spider-Man planted himself on the wall, balancing on his toes. He brought Gargan up close to his face and said in his most intimidating voice,

"You're following my buddy Peter Parker. Why?" Gargan cracked pretty easily.

"Just doin' my job! That newspaper bighead wants to know how he gets such good shots of you!"

"Oh please, you think a little squirt like Parker could get pictures of me unless I let him?"

"He doesn't buy it!" Gargan pleaded.

"Oh come off it. He still doesn't think _I'm Parker_ does he?"

"I don't know, he didn't say!"

"Well you tell him to leave Parker alone, or nobody's going to be getting pictures of me." Spider-Man said. Seeing as they were only a few stories up, he threw Gargan to the ground for emphasis. Gargan groaned as Spider-Man swung away. As he watched, Gargan felt a swell of hatred for the wall-crawler. He got up and growled. He was surprised to hear a laugh respond.

"Wh-who's there?" Gargan asked, raising his fists.

"Oh don't mind me, I'm just observing." A gravelly voice cackled. "You hate the spider?"

"Guy's a jerk." Gargan conceded.

"Well, what if I told you I could help you destroy him?"

"You can do that?"

"I can. All you have to do is follow my instructions." Gargan lowered his fists and nodded.

"But how do I know I can trust you? Who are you?" The unseen presence laughed.

"Oh you can trust me because I want the Spider-Man dead. And who I am isn't important. Yet. Now, if you want to help the both of us, go back to Jameson and tell him that you've heard of a scientist named Farley Stillwell who can help him."

"Wait!" Gargan called, but his new accomplice was gone.

* * *

"You'd better be right about this guy Gargan." Jameson muttered as he and Gargan entered Oscorp's R&D Labs.

"Trust me triple-J. This guy's good." Gargan said, wishing he knew that. The only occupants they could find were three scientists situated in one lab.

"You Mac Gargan?" One asked.

"Yeah." He responded, surprised.

"We've been waiting for you." Another one said. "I'm Dr. Warren, and these are my colleagues Dr. Stillwell, and Dr. Smythe. We've been instructed on how to help you." They led Gargan over to a pedestal where what looked like a green suit of armor stood.

"This is the prototype of the Spider-Slayer project." Smythe, a middle aged, oily looking man explained. "It's a cybernetic battlesuit designed for combat."

"And it'll give me special powers?" Gargan asked. "Well what are we waiting for?! Get it on me!"

"It's not that simple." Warren said, a hint of impatience in his voice. "There are certain...preparations needed."

"Such as?"

* * *

Gargan was starting to have second thoughts.

"You sure about this?" He asked.

"Positive. I've seen this treatment work wonders." Warren said, again slightly impatient. He injected Gargan with a green fluid. Gargan stood.

"Is that it? I don't feel any different."

"You shouldn't yet." Stillwell said. "You should start feeling the effects right about..."

"Agh!" Gargan cried in pain.

"Now."

"What's goin' on?!" Gargan screamed as he writhed. "What'd you do to me?!"

"Injected you with a serum composed of scorpion DNA." Stillwell explained. "It's a formula of my design, with some help from Dr. Warren.

"I feel like I'm on fire! My hands feel heavy! I'm growin' a tail aren't I?!"

"You're not. It only feels that way." Stillwell, the smallest and most timid, assured him. "If we'd given you a larger dose, you might be. This is merely genetic preparation for the suit. It will allow you to utilize the cybernetics easily. In layman's terms, you think you have a tail? Well the suit'll give you a tail." Gargan had stopped squirming.

"Hey, yeah! I feel great! I feel like a dynamo! Get me in this thing!" Gargan wasted no time in allowing the doctors to suit him up. The mechanical apparatus clicked and whirred. Suddenly, the tail began snaking around. Gargan screwed his eyes up in concentration, working to gain control of his new tail.

"Well gentlemen, I'd say this was a success." Stillwell said cheerfully. Jameson was enthusiastically shaking Stillwell's hand.

"Stillwell you're a genius! Now, do I make the check out to you or Oscorp?" Static filled Gargan's ears. It was soon replaced by a voice.

"Excellent." The mysterious voice of the stranger who had encouraged Gargan toward this step said. "Now, for your first assignment. To draw the spider out and squash him. Your armor is based off of stolen data from Stark Industries. I want you to go to their New York plant and get me blueprints for their _new_ armor designs. Spider-Man will surely come after you!"

Gargan nodded. _"Makes sense,"_ he thought. Then he shouted "All right! Look out Spider-Man, here comes the Scorpion!"

* * *

With a slight thud, Spider-Man landed on the side of the building called The Vault.

"Okay, looks like there's some unfinished business I have here with Mark." He said aloud. "One: what exactly happened, and two: deliver Mary Jane's message...Easier said than done. Ugh the things I do for my friends." He crawled down the wall, and skirted just outside a guard's line of sight as he reached a 90 degree angle above where vehicles entered. Soon enough, he was inside.

"So far no cameras. But maybe there's an easier way." Wondering if he wasn't being stupid, he dropped down in plain sight of a guard.

"Spider-Man!"

"I'd like to make a visit. It's very important." The guard kept his weapon trained, but seemed hesitant to fire.

"After how you stopped a disaster here, I don't think the warden would mind." He reasoned. "Who do you need to see?"

* * *

Mark Allen was starting to get used to his life of solitary confinement. All he had for company was the occasional grunts and shouts of frustration from his neighbor the Rhino. Trying to talk with him was pointless, as he was too enraged to respond, and Mark doubted they could find anything interesting to talk about. He was snapped out of his resigned boredom by a tap on his door.

"Allen! You've got a visitor!" Mark perked up. He wasn't allowed visitors. The door opened to reveal the guard and

"Spider-Man!" Mark shouted, jumping from his cot.

"You were expecting the St. Ignatius choir?" Spider-Man quipped as he stepped into the cell.

"What do you want?"

"I just want to talk. There are things I need answered, and I have message for you."

"I doubt you have anything to say that I want to hear?" Mark spat.

"Mark please. It's from Mary Jane." Mark's harsh gaze softened.

"Mary Jane?" He nearly whispered.

"She still cares about you, Mark. She said she's sorry that things had to happen the way they did, and that she'll be waiting for you when you get out of here."

"She said that?" Mark asked, his voice full of sadness.

"Yep. Now, you gonna help me out?"

"What do you want to know?"

"What's the deal with your powers? I mean, I thought you'd lost them, but then you were able to attack me last time I was here."

"I don't know the details."

"Can you tell me what you know?"

"Well, see, you remember Blackie right?"

"Blackie Gaxton? Sure. He's your old bookie."

"Yeah. So you know about my gambling problem. Well he promised me that I'd get out of my debt if I just helped this crazy scientist guy with a little experiment. Boom. Next thing I know, I've got powers that can only be controlled with a remote."

"Remote?"

"Yeah. The Green Goblin had it."

"The Goblin?!" Suddenly things were starting to make sense.

"Yeah, so he forced me to fight you to get the remote."

"So you're nothing but a victim. Well fortunately for you, the Goblin's gone."

"He is?" Mark's voice was filled with hope.

"Yeah. Look, just do your time, and when you get out, I'll help you find that remote. Maybe then you can have a normal life."

"Easier said than done." Mark spat.

"Trust me, it'll be easier for both of us." Spider-Man said as he turned and left Mark to his hopes.

* * *

Mac Gargan felt like a brand new man. Well, Scorpion, but the sentiment was the same. He leaped and scurried up walls testing his new powers. He found that his hands were like a scorpion's pincers now, and could easily clutch to walls. He made excellent time to the Stark Industries plant, making as much noise and havoc as he could along the way, hoping the Spider would pick up on the trail. Sirens blared as he tore through the plant, but he was unconcerned. Only Spider-Man mattered. The Scorpion's wish was soon granted as his newly heightened sense of hearing detected subtle taps on the walls. He whipped his new tail around, just missing Spider-Man.

"Dude, I don't know who you are, but I'm lovin' the tail! Who's your tailor?" Scorpion roared as he charged the wall-crawler. "Better question: who are _you_?"

"Call me Scorpion!"

"Ah, the Scorpion, the spider's natural enemy. That's really clever of you. Sorry Scorpy, but you can't pinch me. I'm clearly wearing green." Spider-Man said, proudly displaying a paper shamrock he'd pinned to his costume.

"Just shut up already!" Scorpion shouted as he made another swing at Spidey.

"Aw c'mon! Don't get mad! We only just met! I'm just trying to spread some holiday spirit! I thought you of all people would understand, with the green and all." Spider-Man said in mock sadness as he leaped over Scorpion's head and kicked him in the back. It did nothing.

"What was that? A love tap? Cute." Scorpion snorted as he seized Spider-Man.

"Glad you like it. How 'bout this?" He asked as he shot web into his face.

"I don't need to see you to know I've gotcha!"

"Great. Someone else who's focused." Spidey muttered, remembering Silvermane. Just as he thought he was going to be crushed into a Spider-souffle, Scorpion was blasted away by an energy beam.

"Hey freakshow! You're trespassing! So step away from the small timer, and get out before you have to deal with a pro!" A metallic voice called. Spider-Man looked up to see his savior. Tall, gold and red, the urban legend of Stark Industries: Iron Man.

"My business ain't with you, metal head! It's with the spider!"

"Fool!" The mysterious voice whispered in Gargan's ear. "He's the head of security here! Take him out and get those designs!"

"On second thought." Scorpion said. "I gotta job to do here, and you're in my way! Guess that means I get two playmates to test my new powers on!"

"Bring it on!" Iron Man challenged, striking a fighting stance. Gargan whipped around and tossed Spider-Man right into his new best friend.

"Okay, I know that it's you he's after, but you're gonna have to stay out of my way." Iron Man said shortly as he tossed Spider-Man off of him.

"Gee thanks Irony." Spider-Man said feigning woundedness.

Scorpion charged them again. Iron Man stood his ground, locking into a struggle for ground with Scorpion. They remained at loggerheads, giving Spider-Man the opportunity to leap onto Scorpion's back. He began searching for any seams in the armor so that he could either remove the tail or pry the armor off of whoever it was in there. Spidey had the strangest feeling he'd met him before. But he couldn't place when or where.

"Is it just me, or have we met before?" Spidey asked, clinging on as Scorpion whirled around and around trying to get him off. Iron Man was caught by his flailing tail, but grabbed onto it and swung Scorpion around. He let go at the climax of a swing, sending Scorpion flying about 50 yards away and into a steel wall.

"You mean you don't even remember me?!" Scorpion asked incredulously as he threw Iron Man to the ground and pummeled him into temporary submission.

"No...not really. I'm pretty sure I'd remember meeting someone with a gigantic tail."

"We just met earlier today! You tossed me from a building!" It suddenly clicked with Spidey.

"Gargan?!"

"You got it!" Scorpion said. "Now you remember. Well I don't really take kindly to being roughhoused. So I'm getting back at you jerk!" He swung hard at Spidey, connecting with his fellow arachnid's head. Spider-Man reeled over and fell to his knees.

"Ow. Look, I had to get you off my buddy. It was nothing pers-" But he'd been interrupted by a kick to the gut from Scorpion.

"Yeah, well it's too late for apologies. My new boss did me a big favor givin' me these powers. And now if you'll excuse me, I'm going to rob your metal friend blind and then finish the both of you!"

"Not if I can help it buster!" Iron Man shouted as he staggered up and charged Scorpion again. Scorpion swatted him away again and kept running with Spidey and Iron Man in full pursuit, Spidey webbing his way along, Iron Man flying at a much faster pace. So naturally, Iron Man reached Scorpion first, shooting a bright beam of energy from his palm. Scorpion tumbled over and skidded into a wall.

"Sit tight Gargan!" Spider-Man called as he webbed Gargan up. "We've got some questions for you." Gargan however easily broke through the webs.

"Is that all you've got? I'm unimpressed." Gargan said.

"Oh well you haven't seen my newest trick." Spider-Man said as he reapplied webbing. This webbing was different however, it splurted out like glue, cementing Gargan to the floor. Try as he might, the Scorpion could not break free.

"Don't fight it Scorpion." Iron Man said as he punched Scorpion hard in the jaw. "Just makes things harder." Spidey and Iron Man continued in their new pattern, dodging the flailing tail, and hitting as hard as they could. Soon, Scorpion lost consciousness and tumbled over. Spidey applied a liberal amount of webbing, gluing Scorpion further, and then covering him with a less sticky coating so that he could be carried.

"Thanks. I owe you one." Spider-Man said as he looked up at Iron Man.

"Don't mention it kid." Iron Man said putting a hand on Spidey's shoulder. "I know you're fairly new at this, but believe me, you've got a lot to learn. I'm happy to help you."

"Thanks. Well, I guess I'd better get him to the Vault."

"Take care. And see if you can find out who sent him. My boss will be very interested in that."

"Stark? Yeah, I bet he will." Spidey said as he swung away.

* * *

Mac Gargan sighed woke up in his new life. Life in a super strong jail cell. The wardens at the Vault couldn't figure out how to remove his armor, so he was shoved into a special cell like the ones that held the Rhino and Molten Man. Little did anyone know that he was still not alone.

"Look who's here to visit?!" Spider-Man said in a singsong voice as he appeared upside down outside of the cell door.

"You!" Gargan roared, smashing at the door with his tail. "I'll tear you to shreds when I get outta here!"

"If I had a nickel for every time I've heard that, I'd be one wealthy little Spider-Man."

"What do you want?!"

"I want to know who you're working for. If it's Jameson, then he and I are going to have words."

"Jameson was just another pawn!" Gargan growled. "But it's mostly his fault I'm in here, so he'd better watch out from now on!"

"So then who are you working for?" Spider-Man asserted again.

"I don't know! I never saw his face, or found out his name." Gargan admitted. "But I'll tell you this Spider-Man, you're in for a world of hurt once he gets his hands on you. This guy, he knows what he's doing. I hope you're ready, because I don't want him to take away what's mine!" He started chuckling darkly, leaving Spider-Man to ponder this new looming threat.

* * *

Author's Notes: Sorry this took so long! But I think the quality benefited from the wait. Well, things are pretty dry in terms of news on the actual Season 3, so this one's safe for now. Oh yeah, I feel I should mention. Iron Man is the cameo I mentioned last time. I got the idea for using Matt Murdoch and Jen Walters later. Murdoch'll definitely show up later, but not in this season. Keep your eyes peeled for the exciting conclusion of this story arc (which is actually the start of the second one) in which we find out who's hired Menken and Gargan! Read and Review!


	4. Observational Learning

Season 3

Summary: Season 3 of The Spectacular Spider-Man. Features guest stars from Marvel's other properties.

Disclaimer: As usual I own nothing but possibly some original plot ideas.

Chapter 4: Observational Learning

Spider-Man swung through the city, thoroughly on edge. He'd had a feeling something big was coming. And his battle with the Scorpion on St. Patrick's Day had only exacerbated his worries. It all had a familiar feel to it: the feeling that the Green Goblin was behind all of it. But Spider-Man knew that couldn't be true. He'd seen Norman Osborn die. Perhaps Harry had become the Goblin for real? It was all too much for Spider-Man to take. He landed on the side of the New York Stock Exchange building and sprinted a ways, leaping off and swinging in the direction of the downtown library.

_"That's the last thing I need right now. Come on Parker, Spring Break's right around the corner!" _He thought as he landed on the library's roof.

He contemplated what to do next. He'd seen some action earlier that day, stopping an armed car robbery, but nothing serious seemed to be happening right that second; at least nothing that the police couldn't handle without him. He had to admit, the police had adapted well to recent events. It seemed that more and more, his talents were needed to stop supervillains and not just low level street crime. A shadow passed overhead. Spider-Man's head shot up. Nothing.

_"Easy Pete, you're just getting paranoid. That wasn't the Goblin. It was just a bird, or a plane, or _something_! Now come on. It's time to get on down to the lab."_

He jumped down, and clung to the adjacent wall, scampering around back where he could change into his street clothes. It was a short walk to ESU, but Pete enjoyed the wind blowing down the street and the sunshine. It had been so cold recently; he was loving the return of warmth to New York . He pushed open the lab door to find Deborah Whitman and Miles Warren engrossed in their latest experiment.

"Oh, Peter hello." Dr. Warren said simply when he realized that Peter had entered. "I need you to take inventory. The university surplus has been calculated, and I need to know what we need to buy from our share."

"Sure thing Dr. Warren." Peter said as he moved into the back room where the lab's supply of chemicals was kept.

"Oh, you'll need my computer." Dr. Warren called, sliding his laptop across the table. "I want to have the inventory saved on here." Peter took the laptop and began entering the data.

"Sorry I'm late Dr. Warren." Gwen Stacy said as she came through the door.

"Not a problem Gwen, just help Peter out with taking inventory." Dr. Warren said, with a lot more emotion and interest than when he'd instructed Peter to do the same task.

"Hey Gwen," Peter stuttered. "What's up?"

"Nothing new" Gwen said, a little sadly.

"How's Harry?" Peter asked, trying to stay casual.

"He's...fine. I haven't seen him too much the past few days."

"You haven't? You don't think..."

"No." Gwen said simply. "He said I was the only thing stopping him from going on Globulin Green again. I believe that much."

"What do you mean that much?"

"Peter, I think he knows what he's doing to us," Gwen said, tears starting to fill her eyes.

"What?" Peter asked flabbergasted. "Come on, he wouldn't, he's our friend!"

"Well weren't we planning on betraying him?" Gwen asked fairly.

"Well when you put it like that." Peter admitted.

"So what do we do?"

"I don't know. You can't leave him now, even though it's killing both of us." Peter said bitterly as he inputted the amount of potassium sulfate in the lab. In doing so, however, he accidently opened up another program on Warren 's laptop. Pictures streamed up.

"Gwen," Peter said stunned. "Dr. Warren knows about the Lizard." He pushed the laptop over to her, while making sure that neither Warren nor Whitman knew what they were doing. Gwen gasped as she scrolled down the page.

"He forced Dr. Connors out!" She whispered indignantly. "He must've blackmailed him."

"There's more," Peter said. "Look at this. Research on using the lizard formula with other types of DNA. Well, it looks like we know how Kraven the Hunter and Scorpion got their powers."

"He did that to them?!" Gwen asked, even more amazed.

"For money. Look at all this cash that he got for it." Peter pointed to the note on the file that listed the payments for each experiment for posterity purposes. "And it gets worse! Guess who else he performed crazy experiments on?"

"You don't think--"

"Mark." Peter said in sad shock. This made things weirder. Did that mean Warren had a remote for the Molten Man's powers?

"We have to tell someone about this." Gwen said as she pretended to count beakers.

"Yeah, but who? We could get in massive trouble for looking at this stuff." Gwen had no reply to this. The rest of the workday passed fairly uneventfully. Or so it seemed...

* * *

A mysterious figure entered the chamber containing Goblin gear.

"Enough of using pawns," He mused to himself. "It's time for me to take care of the itsy bitsy spider." He laughed menacingly as he donned a hooded cape. A glider roared to life and whisked him out into the skies of New York .

* * *

Peter Parker's head was full to bursting with the new developments from all around. The past month had been really crammed. First there had been meeting the Fantastic Four, Iron Man, and Doctor Doom. On top of that was Hobie becoming the Prowler, Tombstone 's imprisonment, Scorpion, and now the possibility of treachery from Miles Warren _and _Harry. As if to add to his woes, his Spider-sense began tingling.

_"Aw great, now what?"_ He moaned internally as he looked around for the source of the disturbance. The sound of a rushing jet brought his eyes to the sky.

"No!" He shouted aloud. The Goblin! Peter ducked behind the nearby bush where nobody was watching him and changed into his Spider-suit.

Leaping into the air, he shot a webline at the Goblin's glider, pulling his way to his enemy.

"Alright Osborn! I want to know how you're still-- you aren't the Green Goblin!"

Spider-Man's eyes widened as he realized that he was up against someone completely new. He looked like the Green Goblin, but his armor was a yellow-orange around the chest and torso, and blue at the arms and legs. Instead of a flight helmet, he wore a hooded cape which was the same yellow shade as his armor.

"Of course I'm not the Green Goblin! I'm ten times better!" The new goblin chortled in a low gravelly voice. "I'm the Hobgoblin!"

"Ah, so I get to call you Hobby instead of Gobby!" Spider-Man cheered sarcastically to hide the fact that he was scared senseless.

"Oh how clever." The Hobgoblin said rolling his eyes as he tried to throw Spider-Man off his glider. "Unfortunately for you Spider-Man, I've learned from my predecessor's mistakes, and I'm determined to finish what he started!"

"You mean that awesome trend of screaming bombs? I always liked those." Spider-Man said as he aimed a kick at Hobgoblin's head. The Hobgoblin caught it though, and threw Spider-Man away from him.

Another webline saved the wallcrawler from splatting to the pavement. The glider was gaining altitude now, coming to the height of the Chrysler building, which was coming up fast. Spider-Man held on fast as the Hobgoblin swerved wildly around, trying to throw him off again. Spider-Man leapt off his webline and shot another one at a nearby building.

"Hey Hobby! Don't you have a license for that thing?" Spider-Man called up. The Hobgoblin ignored the jibe, and did a 180, charging Spider-Man with the sharp horns on the head of his glider.

"The only license I have is a spider-hunting license!" Hobgoblin cackled as he grazed the web-spinner.

"Sorry, but I'm not in season. You know, you should really hang with Kraven, because you suck at this hunting thing!" Spider-Man shouted as he kicked at Hobgoblin as he flipped from underneath the glider.

"Oh-ho, I'm not ruling that out in the future," Hobgoblin taunted. "If I fail today that is." Spider-Man's spider-sense warned him just in time for him to avoid a huge payload of pumpkin bombs. The fight had carried Spider-Man and the Hobgoblin to the Financial District. The Statue of Liberty poked out on the Atlantic 's horizon.

"Let's take our fight to a more stunning arena? Shall we?" Hobgoblin laughed as his glider picked up speed and made a beeline for Lady Liberty.

Spider-Man couldn't think of any snappy reply. He had to admit, he was a little worried about this. Sensing the time to let go had come, Spidey fired a new webline at the statue's tablet, and swung around, making a frontal assault on the Hobgoblin. The kick actually made contact with Hobgoblin this time, throwing the fiend off his glider. Of course, as with the Green Goblin, that didn't mean that the glider didn't have anything to say about it.

"You're losing your edge." Hobgoblin observed as he landed on his craft. "Perhaps it's time to end you now while you're still a worthy opponent!"

"Aw, just a worthy opponent? I was going for esteemed." Spider-Man moaned as he shot a glob of webbing at Hobgoblin's eyes. He missed, splattering Hobby's hood with it instead.

"Sorry, no such luck!" Hobgoblin tittered as he seized Spider-Man by the throat.

Spider-Man struggled as he was choked by this new deadly adversary. He grabbed at Hobgoblin's hand with both of his own, but couldn't break his grip. Suddenly, an idea came to him. Aiming his arm down, he shot a web strand at the glider, and yanked it out from underneath the both of them. Hobgoblin released his grip as he began to plummet, and Spider-Man held on for dear life to the glider, trying to steer it into Hobgoblin, rather than allow him to board it again. He managed to bash it against its master, but in the end, he was thrown off, and Hobgoblin regained the glider.

"Drat it all! You've been given a temporary respite, arachnid." Hobgoblin fumed as his glider sputtered and smoked. "Retrieving a spare glider will give you plenty of time to recuperate, but I promise you, this isn't over!" And with that, the Hobgoblin soared, or rather sputtered, away, leaving Spider-Man clinging to Lady Liberty's torch.

"Great. I still have him to worry about, and I'm pretty sure I don't want to be swimming all the way back to Manhattan ." Spider-Man groaned.

Fortunately for him, a ferry was just leaving.

"'Scuse me! Got room for one more?" He asked as he hung from the ceiling of the ferry. "I've got enough for the fare!"

"Eh, sure thing!" The boatman stammered, taken off guard by the wall-crawler's sudden appearance.

* * *

Once back on the island, Spider-Man swung in the direction of Queens .

_"Okay,"_ he thought, _"New goblin on the scene. First question: who is he? Second: where'd he get that tech?" _

For now though, Spider-Man had no desire to track down a fight he wasn't sure he could win. He made his way to an abandoned building and changed back into Peter Parker. He sneaked out the back and through the alleyway, coming back into the main street. He reached the nearest bus stop, and enjoyed some moments of rest on the way back to Forest Hills. The sun was beginning to set as he entered his house.

"Peter? You're home earlier than usual." Aunt May observed as she looked away from the television.

"I'm tired," Peter yawned. "Thought I'd get over here and spend a quiet evening at home with my favorite aunt. What'cha watching?"

"Oh, a little special on Spider-Man." Peter normally would have been tired of hearing his alter ego's name, and seeing deeds he'd lived through, but this interested him.

"I'm here with a few of the students from Midtown Manhattan Magnet High School," the anchor explained, "here to ask them what they think of Spider-Man. Do you think Spider-Man is a hero or a menace?"

"He's definitely a hero!" Flash Thomspon bellowed. "He's saved so many people, and stopped so many creeps! Like that loser Goblin wannabe who attacked him today."

_"I never get over the irony that_ that's _my biggest fan."_ Peter thought as Sally Avril voiced her doubts.

"I think he's a hero," Liz Allen said, picking her words carefully. "He's rescued me on a few occasions, and he tried to help my brother with his problems."

_"Well, at least Liz is thankful for Spider-Man,"_ Peter thought bitterly as his eyelids drooped shut. _"I sort of wish I hadn't dumped her. Would have been easier with the situation now." _

"We now have word that the mysterious attacker from earlier, calling himself the Hobgoblin, has issued a public challenge to Spider-Man." Peter sat up, fully awake now. The news cut to a video feed of the Hobgoblin.

"Greetings, Spider-Man. I believe I'm owed a rematch! A wrecked glider does not mean a win, my webbed friend."

"He pronounces his -eds obnoxiously." Peter laughed. Aunt May laughed with him at his joke.

"Do you need to go?" She asked him.

"The Bugle'll probably need me." Peter affirmed.

"Well, you be careful Peter." Aunt May cautioned. "I don't like the looks of that Hobgoblin character, and I'm not much easier about Spider-Man." Peter nodded, patted her hand in reassurance, and ran out the door.

"One of these days I should really write my will. Because I never know if I'm going to survive fights like these."

* * *

The Hobgoblin had been waiting impatiently for about half an hour. He idled around Little Italy, waiting for his enemy.

"Hey pal, miss me already?" Spidey quipped as he jumped on the Hobgoblin's back. There was no response. "Hey, don't be too mad. As much as I hated to cut our playtime short, I had places to be, things to do! You understand, right?"

Still no response save an accelerating of the glider, which then went into a loop-de-loop. "You know, you're doing a bang up job of taking the fun out of this." Spider-Man said suspiciously.

The Hobgoblin had still been having trouble throwing the arachnid off of him. Something was not right. Groping around for where he thought a pressure point was, Spider-Man pressed hard on the Hobgoblin's neck. He went limp, causing the glider to go into a free fall right in the path of a building. Spider-Man leaped off with the Hobgoblin, and landed on the roof.

"Okay Hobby. Time to see who you really are." Spider-Man said, yanking off the mask to see the face of Flash Thompson. "Flash?!" The shout woke him up.

"Ugh, where am I? What happened? Spider-Man?" Flash suddenly realized his situation. "Dude! No! Nonononono! I'm not the Hobgoblin! I swear to you!"

"I believe you." Spider-Man said through gritted teeth. "You fight nothing like the Hobgoblin. You probably shouldn't have insulted him on TV." Flash rolled his eyes.

"He's still a loser."

"Yeah, yeah he is. Look, let's get you down from here." A simple leap to the ground, and Spider-Man and Flash were walking to the police precinct. So the Hobgoblin had been setting him up for this. Why? Just to get back at Flash? Or was there something deeper going on in his avoidance of another fight? The police were quick to believe the tale, and eager to take the equipment so that they could search for clues as to the Hobgoblin's identity, or who had made the tech.

_"I get the feeling that Oscorp's involved, but I wonder if I shouldn't say that just yet."_Peter thought to himself as he examined the wrecked glider with the police. In all probability, it was from Oscorp, as it was nearly identical to the glider used by the Hobgoblin.

"Wonder what Kingsley will have to say about this?" Stan Carter asked.

"Huh?" Spider-Man was confused. He'd completely missed them find the Oscorp logo on the bottom of the glider.

"Haven't you heard? Roderick Kingsley was announced the new CEO of Oscorp today. I wonder what he's going to have to say about all this?" This gave Peter a hunch. Kingsley had been in the bidding to get that Rhino specs chip. Had he settled for having the Green Goblin when he couldn't have the Rhino? Spider-Man knew he had to find out. Leaving Flash in good hands, Spider-Man swung to the nearest phone booth where he looked up Kingsley's address. Kingsley's penthouse was in an Upper East Side skyscraper that eerily reminded Spider-Man of Lonnie Thompson Lincoln's penthouse. Could he be dealing with a criminal mastermind as dangerous as Tombstone? He certainly hoped not.

"Roderick Kingsley. I believe we've had the pleasure." Spider-Man said menacingly as he lowered himself from Kingsley's ceiling on a web strand. "Or should I be calling you Hobgoblin?!"

"Spider-Man!" Kingsley about jumped out of his skin in addition to his chair.

"I like the amount of fear you put into the performance," Spider-Man said, "or are you not the Hobgoblin?"

"Hobgoblin?! What are you nuts? I've been here working all day!"

"I don't suppose there's any way you can prove that now, is there?"

"Actually, there is." Kingsley pressed a button under his desk, which slid open to reveal a security moniter. "This shows everyone who's entered and left my building today. As you can see, I've been here all day." What Spider-Man saw, didn't lie, yet why did his spider-sense tingle ever so slightly when he was around Kingsley?

"Well, I may not be able to prove anything yet, but don't think you're off the hook. You were trying to get the Rhino specs, so that already lands you in some pretty hot water with me. You just keep your nose clean and watch your step Kingsley."

Spider-Man was trying to sound imposing and authoritative as he left, but he was really starting to get nervous. Kingsley gave off the same vibe that Norman Osborn used to give him. Not neccessarily danger, but creepiness. And the last time he'd felt it, he'd been wrong to not go on his instinct. Of course, not that that was entirely _his _fault. The evidence had pointed to Harry at the time. Perhaps Harry was now behind this for real. But somehow, Spider-Man didn't think so. He swung over to the Empire State Building, and perched on the top. From that point, he could see almost all of New York City. It was breathtaking to say the least, but the view wasn't really the first thing on Spidey's mind. What was on his mind was what the Scorpion had told him: "You'd better be ready." He'd been absolutely right.

* * *

Author's Notes: Well, this story's now a year old. I regret not updating it more, but stuff happens. I hope to update more frequently from now on. So....Spectacular has been officially canceled. While that sucks, it gives me creative lisence to do just about anything I want to and not worry about what Greg Weisman would want to do. I know that didn't really matter in the first place, but when you're trying to stick to a vision, you have to set limits (of course, I broke a major one by introducing other Marvel characters). Anyway, this one is in no danger of being cancelled now. Read and Review!


	5. Operant Conditioning

Season 3

Summary: Season 3 of The Spectacular Spider-Man. Features guest stars from Marvel's other properties.

Disclaimer: As usual I own nothing but possibly some original plot ideas.

Chapter 5: Operant Conditioning

"You're not getting away this time!" Spider-Man shouted as he chased after the Hobgoblin. Since this new enemy had appeared on the scene, Peter Parker had spent a good majority of his time looking for him. Time that could have been devoted to schoolwork or sleeping was now spent hunting down New York's latest nutjob wearing an orange cape.

"Oh I'm not worried about getting away Spidey!" The Hobgoblin taunted. "I'm worried about your next of kin! HAHAHAHAHAHAHAHAHA!" He swooped down in a low arc, nearly skimming the pavement of Times Square. "You know? I feel like ending our relationship where we left it off. What do you say?"

"Just shut up already!" Spider-Man shouted, very annoyed. The last thing he wanted was to have to worry about getting back to Manhattan from the Statue of Liberty again. Nevertheless, Hobby was making his way toward the sea.

"Or, better yet, let's see how the U.S. Navy wants to play?!" Hobgoblin chuckled as he spied a Navy ship in the Upper New York Bay. He spiraled down towards it, daring Spider-Man to follow.

_"Just perfect." _Peter thought pessimistically. _"Now he's bringing the Navy into this! And I have places to be!" _Namely school. For the first time ever, Peter had skipped school to be Spider-Man. It wasn't going to be pretty later, he just knew it. In his worry however, Spider-Man had inexplicably lost the Hobgoblin.

"So, uh, what's up?" He asked lamely to the crewmen. He vaguely recognized Morris Bench, Norman Osborn's old demolitions expert among the crowd on the boat.

"We're in the middle of a very important test." The ship's captain explained. "We're testing a new undersea bomb." Well, that explained why Bench was there.

"Your tests are over!" A regal voice declared. Spider-Man could hardly believe his eyes. A man rose out of the water. This man had pointed ears, wore nothing except for a garment around his waist, and had tiny wings on his ankles. Prince Namor, the Sub-Mariner. "You'll not destroy this realm with your weapons! I will destroy this weapon and protect my kingdom!" Namor declared as he summoned a giant wave. Spider-Man suddenly found his attention divided.

"'Fraid I can't have that happen pants," Hobby taunted Namor as he swooped down. "You see, I've decided I want this nifty little contraption. So having you destroy it would be a terrible inconvenienc!" The Navy was trying in vain to stop him as he grabbed the large explosive with ease and soared away. Spider-Man leaped into the air and threw Hobgoblin off his glider, sinding the bomb back down to the deck. The crewmen shreiked in terror as the bomb fell, but a deftly placed web stopped it from hitting the deck and exploding. Unfortunately, that meant that Spider-Man had no time to stop himself from plummeting into the water, while the Hobgoblin was saved by the glider's autopilot.

"We'll have to finish this another time," Hobgoblin said in faux disappointment. "Me, I can get any old bomb any old time. But it looks like you've got bigger things to worry about!" Spider-Man turned around and saw that he was right: Namor was trying to sink the ship, and if Spidey didn't do something soon, try would become did. He scurried back onto the ship and charged at Namor.

"Look, pointy, I get that you're just trying to be a good king and all that, but can you stand to not hurt these people?" Spider-Man asked as he punched Namor in the jaw. An instant later, he recoiled his fist and yelped in pain. It was like punching the Sandman when he was hardened! Namor showed no sign that he had felt the punch.

"The arrogance of these people must not go unpunished." He said righteously. "Stand aside webbed one before I add you to the casualties." As another wave of water was about to wash Spider-Man off the boat, Morris Bench leaped forward and pushed Spider-Man out of the way.

"Bench!" Spider-Man called as the demolitions man was washed overboard.

"Man overboard!" One of the crewmen yelled. At that moment, the boat was rocked by another assault from Namor.

"The bomb!" The first mate shouted. Spider-Man whipped around, trying to get it with a webline, but it had already fallen overboard. Five seconds later, the device exploded. The boat tossed and turned on the waves, but remained upright. Spider-Man looked to Namor, who had a look of fury on his face.

"See what you did?" Spider-Man shouted, chewing him out, "You just did what you were trying to prevent in the first place! Way to go 'King of the Deep!'"

"What is done is done." Namor said measuredly, trying to contain his anger. "I regret the device's explosion, but the death of the human shall pay for it." Spider-Man strongly wanted to retort, but Namor was already leaving.

_"That's great. That's just peachy. Now I've got his death to deal with."_Spider-Man thought sadly. Bench had died saving his life. He supposed if you looked at the grand picture, they were even from when he'd rescued Bench, Norman Osborn, and Donald Menken from an imploding building, but still, to know that someone had died to save you was pretty heavy. He couldn't stop himself from staring wistfully at the ocean as the ship trundled back to the pier. As soon as it was close enough, Spider-Man jumped off onto the pier and swung away.

* * *

The sea was not calm. Ever since the bomb had gone off, that spot had been a bubbling, frothing whirlpool. Suddenly, the area of disturbance began to move toward shore.

* * *

Peter Parker slunk down the halls of Midtown High, hoping nobody would notice he'd been gone. Fat chance. He supposed he could use the Bugle excuse, but he wasn't sure if that would cut it.

"Parker? Where were you?" Professor Warren had caught him.

"Uh, sorry Professor Warren. I had to rush out and get pictures of Spider-Man and the Hobgoblin for the Daily Bugle."

"I understand you need the money, but I have to warn you Peter, I can't have you skipping my class on a regular basis."

"Yeah, and again I'm really sorry. It won't happen again." Peter said. It occurred to him how different Professor Aaron Warren and his brother Miles were. He'd never suspect Warren his teacher of the underhandedness he'd uncovered from Warren his 'mentor.' And he hated that he had let him down. After all that Warren had done for him, teaching him, getting him the internship and such, he'd skipped out on him. Well that wasn't going to happen again. Spider-Man wouldn't interfere with those that Peter Parker cared about anymore. Ironically, as he thought this, he spun smack into Liz Allen.

"Oh! Hey! Liz, I'm sorry!" He exclaimed, helping her up. Her response was to smack him across the face. "I deserve that." He admitted as he rubbed the smarting skin.

"Yes you do," She said indignantly. "How could you do that to me Petey?"

"_Oh so now she talks to me._ Look Liz, I was just trying to be fair to both of us. I wasn't being good to you because I wanted to be with Gwen! I had to be honest to myself!"

"Then why did you ever go out with me in the first place?" Liz protested.

"Because you came on very strong! And listen, don't act like this ruined you. You managed to put on a good face for your friends!" As soon as these words had left his lips, Peter regretted it. He'd never said anything so mean before. Not even when he'd been wearing the symbiote. Liz ran away crying, leaving Peter to feel like a massive tool.

* * *

Police Captain Jean DeWolff sipped at her coffee as she made her rounds with her partner, Stan Carter.

"So DeWolff, how about this Hobgoblin thing?" Carter asked.

"He's the last thing we need," DeWolff groaned. "Did you hear about what he did to that Morris Bench guy?"

"Bench? I thought Namor or Spider-Man knocked him off."

"Well it really doesn't matter he's--" She was interrupted as a surge of water swept down the street, pushing the car along with everything else that was outside. DeWolff opened the door and swam alongside the current with Carter, staying in the relative same spot as the flood passed them. She choked and coughed as she and Carter hit the pavement, staring in awe at the moving tsunami.

"What in the world was that?" Carter asked.

"I don't know," DeWolff said, "but I get the feeling that we're gonna need to call it in."

* * *

_"Great day you've had so far Parker. First you cause Bench's death, you skip out on class, and then you have to go and be a jerk to a girl you've already hurt. What's next?" _

Peter's question to himself was answered by a scream. He looked up from the pavement to see a flood making its way toward him.

_"Namor! He's back! He's attacking the city!" _Was Peter's first thought, but he was wrong when the wave stopped short of him, and coalesced into the form of a man.

"Parker. You remember me don'tcha?" Morris Bench asked.

"Bench?! I heard you were-"

"Dead? Nope. Somehow that little near death experience gave me some pretty nifty superpowers! Now tell me, where's that miserable bug you take pictures of?! I owe that webbed clown for making me like this, and I'm gonna pay him back in spades!"

_"Great, he blames me. Can't say he's completely wrong though,"_ Peter thought. "Look, Bench, I don't know where he is. He finds me. I can't help you!"

"Can't, or won't?" Bench asked menacingly, turning a muscular arm into water.

"Can't! Definitely can't!" Peter said, starting to panic.

"I think you're lying to me, kid." Bench growled. "So, what's say you come with me and we'll find Spider-Man **together**?"

With that, Bench threw himself at Peter, crashing over him in a cascade. Peter struggled to find a surface, any surface, but Bench had completely surrounded him. He only hoped Bench needed him so badly that he wouldn't drown him. As the wave carrying Peter Parker moved down the streets of New York, Bench thankfully created a bubble of air for Peter to use. After a while, Peter found himself tumbling out of Bench, who was reforming.

"Well kid? We haven't found your friend yet. You ready to talk now?"

"Yeah, sure, I'll talk" Peter coughed as he cleared his lungs of any water he'd swallowed.

"Then spill," Bench said, not fully realizing his pun.

"We haven't found him, he's found us. Look behind you!" Peter said, pointing behind Bench. Bench whipped around, giving Peter time to make a break for it. Bench realized his mistake.

"You think you can hide from me?! It won't take me long to find you Parker! Hydro-Man will find you!"

"Which is what I'm sort of counting on," Peter said softly as he clutched to the side of a building out of Bench's line of sight. He slipped on his mask, lest anyone see him, and climbed around to watch Bench dissolve into water and trickle away, down into the sewer.

_"No point looking for him now,"_ Spider-Man thought to himself. _"May as well get home. But wait," _something unnerving occurred to him. _"How hard would it be for Bench, er Hydro-Man, to find out where I live? Aunt May and I could be in danger!"_ Picking up his web-swinging speed, Spider-Man swooped towards Forest Hills.

* * *

May Parker was enjoying herself, baking a batch of cookies. Peter's favorite: chocolate chip and macadamia nut. She turned on her sink to wash her wooden cooking spoon, only to find the water spurting out and forming a man.

"Where's Parker?!" He growled.

"Oh my!" May gasped as she stumbled back.

"Come on lady, where's Peter Parker?"

"Get away from her!" Spider-Man roared as he leaped at Hydro-Man, pushing him into the sink. Bench grunted as he banged his solid head against the metal fixture, but slipped away from Spider-Man's clutches.

"You're in luck ma'am," He said in fake politeness to Aunt May. "Looks like I don't need you or your nephew anymore! Let's settle this web-head!"

"Look, why are you so mad about this?" Spider-Man asked as he dodged a water jet. "I saved your life, you saved mine, _and _you got powers to boot. That should make us even, right?"

"Wrong!" Hydro-Man said as he swung at Spider-Man again. "I didn't want to have powers! I didn't want to be a freak like you! I just wanted to be Morris Bench! And you wrecked that!"

"And how did I do that exactly? I was trying to save you and your crew from the Sub-Mariner in case you forgot!" Spider-Man was soon blasted out of his own front door by one of Hydro-Man's fists. It hurt. Bad.

"It's like getting pummeled by a power washer!" He moaned. Indeed, Bench had fired his water at an incredibly high pressure similar to a power washer or a fire hose. In short, liquid could be as hard as solid. That didn't help matters.

"What's it like, knowing that you're responsible for your own demise?" Hydro-Man chuckled as he sent another high pressure fist at the wallcrawler. "How's it feel to know that you created the thing that killed you?"

"I dunno. Know anyone who can tell me?" Spider-Man quipped as he leaped out of the way. He swung away in strategic retreat, hoping Hydro-Man would follow him, and he would think of something to take care of him.

"You can't run from me!" Hydro-Man shouted as he chased after Spider-Man.

"Better stop me then trickles, 'cause I'm kinda doing that right now!" Spider-Man taunted, hoping to get a rise out of Hydro-Man.

"Shut up and hold still!" Hydro-Man shouted as he rose up into a wave again, roaring after Spider-Man.

_"Better hurry this up, he's gaining on me!"_ Spider-Man thought as he made it towards the Long Island Expressway. _"Come on Pete, think of something! How do you defeat someone who's made of water?"_

"End of the line!" Hydro Man proclaimed as he caught up with the webslinger, charging through cars. Spider-Man watched in awe as he splashed his way through, but then noticed that bits of him were getting left behind on the cars, and evaporating into the air. He finally had a plan. He let go of his webline and landed on the expressway, dodging cars, and practically playing hot potato with the hot asphalt. He danced his way over to Hydro-Man who was losing more of himself by the second. He collapsed in mock defeat.

"Yeah, I guess it is. Make it quick Bench. Go on, get it over with!" Spider-Man said, hoping the ploy that had once worked on Shocker would work on Hydro-Man.

"Finally giving up eh?" Hydro-Man snorted. "Part'a me wants to drown you real slow like. But since you're making this so easy, I guess I'll do it quickly!" And without giving it a second though, Bench splashed himself across the scorching asphalt, missing Spider-Man who had evaded the attack thanks to his reflexes and agility.

"What were you trying to pull?" Bench laughed as he started to pull himself together. "Whatever it was, it didn't work!"

"Actually, it did Mr. Sprinkles" Spider-Man said, pointing at the ground underneath Bench. Bench was pulling himself together more slowly, and stray water was evaporating. Soon, Bench found himself evaporating from underneath himself.

"No! No, you can't do this! I'll be back Spider-Man! I'll have my revenge on you!" These last words were drowned out as Morris Bench disappeared into vapor.

"I'm counting on it" Spider-Man said as he swung away. "Now, time to check on Aunt May!"

* * *

Aunt May, luckily, was fine. Peter did insist however on calling Doctor Bromwell to check on her.

"She should be just fine Peter," Doc Bromwell said as he put his equipment away. "You've got a strong old lady on your hands son."

"Yeah, I just figured that her last encounter with a supervillain left her with a heart attack, so"

"You didn't want to take any chances." Bromwell finished in understanding. "Good thinking Peter. But as I recall, it took _six _supervillains to send your Aunt into cardiac arrest" he laughed.

"That's true I guess," Peter chuckled as he showed the doctor out. "Thanks again Doc."

"See Peter? I'm fine!" Aunt May admonished her worrywort nephew. "I'm just glad that horrible man didn't have a chance to find you!"

"Yeah. Lucky I was at the Bugle when it happened," Peter said.

"It's just a shame that that means you didn't get any shots of him," Aunt May said. Peter mentally slapped himself. He'd completely forgotten to set up his camera to take pictures of him and Bench. Jameson was going to have his skin. Peter shook his head in disappointment as Aunt May returned to her baking. He was snapped out of his self pity by a ring on the doorbell.

"I'll get it," Peter called to Aunt May. He was surprised to find Liz standing outside his door.

"Liz! Hey, listen, I'm really sorry for what I said earlier."

"No, you're right" Liz said. "I should have seen that you were into Gwen and backed off."

"But still, I strung you along. I should never have done that."

"No, but what's done is done. I'm prepared to be friends again. If you want that is." Liz said, smiling inquisitively. Peter couldn't help but return her grin.

"Wouldn't have it any other way" he said as he invited her in, glad that something had ended up going right that day.

* * *

The Hobgoblin cackled in amusement as he rewatched the footage he'd secretly gotten of Spider-Man and Hydro-Man's fight.

"That turned out better than I could have hoped for!" He chortled. "Oh I just love unexpected developments!" His face fell slightly as he turned the video feed off. "Of course, that just makes me wish I'd actually stolen the bomb. It would have been nice to know what exactly turned Bench into his drippy new self." His face brightened up again as he switched the screen to file images of some of the Vault, Ryker's, and Ravencroft's most notorious inmates. "Oh well. Guess I'll just have to settle for inviting some of the old playmates next time! HAHAHAHAHAHAHAHAHAHA!"

* * *

Author's Note: Yep, get ready for a brand new Sinister Six! So, Namor. Not exactly a cameo I was planning on in the very initial stages, but I thought he meshed well with the story I had planned. I know the evaporation thing is done a lot with Hydro-Man, but I really couldn't think of anything else. I wanted to find a way to make him evaporate, and then be contained or something, but with where they were, no opportunities presented itself. So, some people have been giving me suggestions in the reviews. Normally this would be great, but they're not the kind I want. If you find a way I can improve on dialogue or grammar, please tell me. I don't need plot suggestions. I have it all mapped out. Thank you. Read, review, and expect another cameo next chapter!


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